Whereas the parties have entered into a personal and non-transferable Service Agreement and Assignment of Rights, and whereas the Contracting Party is interested in the services offered by the Contracted Party, the following terms are agreed:
Purpose
- The purpose of this agreement is the provision of general office services during the Contracted Party’s business hours (Monday through Friday, from 08:30 to 18:00).
Types of Plans
Services and conveniences included in the monthly fee of the Virtual Address plan:
- Prestigious Commercial Address;
- Secure, own, and exclusive Registered Tax Address;
- Mail management (email notification);
- Client reception and discount on meeting rooms;
Services and conveniences included in the monthly fee of the Telephone Answering plan:
- Personalized bilingual Telephone Answering Service;
- Call transfers to anywhere in the world;
- Exclusive telephone number;
- Real-time message forwarding;
- Client reception and discount on meeting rooms;
Services and conveniences included in the monthly fee of the Virtual Office plan:
- All benefits of the Telephone Answering Plan;
- All benefits of the Virtual Address Plan;
Services and conveniences included in the monthly fee of the Virtual Office Plus plan:
- All benefits of the Telephone Answering Plan;
- All benefits of the Virtual Address Plan;
- Four (4) free office days at any Virtual Office unit;
Services and conveniences included in the monthly fee of the Commercial Address plan:
- Prestigious Commercial Address;
- Mail management (email notification);
- Client reception and discount on meeting rooms;
Depending on the plan selected, the details of each service made available are as follows:
- Registered Tax Address: The provision of the contracted address for tax purposes, including the use of such address for the registration and opening (or transfer) of a single company, as well as registration with administrative authorities. If the use of the address is detected for another company or CPF that does not yet have an executed agreement, an additional plan will be charged automatically. This type of address may only be used by companies that are not engaged in commerce, whose activities do not involve the circulation of goods, and whose corporate purpose does not include any activity requiring state registration. E-commerce activities may be previously authorized by the Contracted Party.
- Commercial Address: The provision of the contracted address for the Contracting Party’s exclusive use as a “commercial reference” (address to be used on business cards, brochures, and website) for a single company. If the Contracting Party contracts a Commercial Address plan and the fiscal use of the address is also detected, the plan will be automatically upgraded, with the corresponding charge, which may be retroactive to the date on which such use began.
- Receipt of mail: Receipt and management of mail in general at the address provided by the Contracted Party to the Contracting Party. If the Contracting Party has the Mail Forwarding service, the mail specified by the Contracting Party will be selected and forwarded by postal service to the address provided by the Contracting Party. The Contracted Party shall have up to twenty-four (24) business hours from receipt of the mail to notify the Contracting Party. This Mail Forwarding service will be performed twice (2) per week, and when the Contracted Party receives Sedex, Registered Letters, and Letters from Public Authorities, these will be notified by the Contracted Party within the aforementioned period and then forwarded in the same manner in which they were received. Documents delivered by courier will be sent by Sedex. For clients who do not have the Mail Forwarding service, mail will be notified, and the Contracting Party shall be responsible for collecting it at the contracted unit, preventing any accumulation at the contracted address. The Contracting Party may receive mail that fits into a hanging file folder. If the client does not collect its mail on time, it will be sent by Sedex when it exceeds the volume limit established by the Contracted Party, and such expenses will be included in the Contracting Party’s monthly payment. The monitoring and collection of summons, subpoenas, notices, demands, as well as any other communication from the Judiciary or the Public Administration, whether direct or indirect, shall be the sole responsibility of the Contracting Party, through public electronic services or by hiring specialized companies or entities.
- Volumes and receipt restrictions: If the Contracting Party receives or has mail, boxes, or volumes exceeding the scope described above, meaning items that are not compatible with a hanging file folder, the corresponding daily storage fee at the Contracted Party’s deposit area or daily room rate for storage will be charged, according to the current service price list, and the Contracting Party shall be responsible for collecting the volume and/or mail directly at the Contracted Party’s unit. The receipt of perishables and food in general, plants, cleaning supplies, construction/chemical materials, automotive items, and small, medium, or large household appliances, among other similar items, is not permitted. If the Contracting Party has a previously authorized e-commerce operation, it shall have one (1) business day to collect returned orders at the contracted address; if they are not collected within such period, the use of the storage area or daily room rate will be charged according to the current price list.
- Disposal of mail: If the Contracting Party wishes to dispose of any mail, such request must be made in writing by email.
- Authority to receive documents: The Contracting Party grants the Contracted Party authority to receive, on its behalf, notices of infraction, notifications, summons, judicial and extrajudicial service of process, and other documents from Public Authorities at the contracted address. In addition, the Contracted Party will receive exactly everything that arrives, and there will be no option to refuse receipt of any document.
- Office services: Upon prior request by the Contracting Party, the Contracted Party may provide spaces for meetings or individual work, with secretarial services, scanning, fax, photocopying, etc., to be defined at the time of the request, and such amounts will be charged separately.
- Telephone Line / WhatsApp Business / Personalized Telephone Answering Service: Telephone line, with the possibility of using WhatsApp Business, and Personalized Telephone Answering Service, including answering, call transfers, and message forwarding. Carrier call charges are a separate service, billed according to the Contracting Party’s use. The Contracting Party may use the telephone number provided by the Contracted Party for commercial purposes during the term of this agreement. The Personalized Telephone Answering Service will begin within three (3) business days after payment, execution of this Agreement, and delivery by the Contracting Party of the duly completed Telephone Answering Briefing Form or Script.
- The use of WhatsApp Business requires an active telephone answering plan, which grants the right to use the application for one (1) telephone number and one (1) device. If the Contracting Party needs additional numbers for WhatsApp Business, it must contract a new Telephone Answering plan.
- Four (4) days of office use: Subject to prior reservation, which may be made no more than thirty (30) days in advance, and to room availability, such use shall not be cumulative. The use period shall be from 08:30 to 18:00, Monday through Friday, and the available room accommodates up to two (2) people.
Responsibilities
- The Contracted Party undertakes to: Comply with the provisions of this agreement, expressly binding itself, its employees, and agents to maintain the utmost confidentiality regarding information, documents, and data. For training and monitoring purposes only, the Contracted Party may record certain calls to monitor and maintain the quality of service provided by its employees.
- The Contracting Party undertakes to: Be legally and judicially responsible for any and all actions, acts, contracts, etc., involving its company and/or activity.
- Bear the costs of activation and deactivation of the contracted telephone line on which the Telephone Answering Service will be provided, whenever its plan includes telephone answering.
First Paragraph:
Each party to this Agreement shall be fully responsible for bearing the respective tax and parafiscal obligations arising from its activities, as well as the respective labor, social security, severance fund, and insurance obligations related to its employees.
Second Paragraph:
The Contracted Party shall not be responsible for any problem involving loss, delays, or tampering of mail caused by the Postal Service, building reception, or third-party delivery services.
Third Paragraph:
The Contracted Party shall not be responsible for any problem caused by the “Telephone Carrier”, including problems caused by repairs or expansion of the telephone network or problems at the “Telephone Carrier’s” telephone exchange, which may take the contracted telephone line(s) out of service for a few hours or days, thereby interfering with the proper performance of the Telephone Answering Service on behalf of the Contracting Party. The Contracted Party shall also not be responsible for WhatsApp Business services, which are subject to WhatsApp’s limitations, including the fact that the Contracted Party shall not be liable if the WhatsApp Business number has already been used by another partner/shareholder or employee of the Contracting Party.
Fourth Paragraph:
The Contracted Party shall not be liable for any damages arising from or associated with the use of the services covered by this agreement, especially any delay or failure in the performance of equipment or services caused, directly or indirectly, by natural events, forces, or causes beyond reasonable control, including, without limitation, internet failures, computer failures, telecommunications equipment failures, power outages, strikes, and labor demonstrations.
Fifth Paragraph:
The Contracting Party is required to keep its registration data up to date at all times, including telephone numbers, address, email, etc.
The Contracting Party authorizes the use of its data, limited to corporate name, CNPJ, registered tax address, names of partners/shareholders, documents of partners/shareholders, telephone numbers, emails, addresses of partners/shareholders, and dates of birth, exclusively for the purpose of performing this Agreement, in the tools used by the Contracted Party that relate to the service agreement entered into, such as applications, software, etc.
The Contracted Party declares that it will not use the information, including personal data to which it has access during the course of this Agreement, such as in activities involving message or mail forwarding, for any purpose other than performance of the Agreement and/or for sharing with third parties, without the Contracting Party’s prior and express consent.
The Contracting Party shall be responsible for obtaining consent from its personnel regarding the processing of personal data carried out within the scope of this Agreement.
The Contracted Party undertakes to comply with the legal rules and regulations applicable to the processing of personal data while this Agreement remains in effect, and to retain personal data even after its termination, where applicable.
The Contracting Party will have access to the Client Portal made available by the Contracted Party, and such access is personal and non-transferable. The Contracting Party must keep its password confidential and secure at all times in order to prevent any unauthorized access to its personal information, being fully responsible for such access.
Sixth Paragraph:
When the Contracting Party uses the free office days under the Virtual Office Plus plan, it shall be responsible for securing the assets and valuables brought into the Contracted Party’s unit, obtaining insurance for such items when necessary, and the Contracted Party shall not be responsible for them.
The Contracting Party shall not do anything that compromises the use of the common areas and may not cause inconvenience or damage to the Contracted Party and its clients, under penalty of bearing the resulting burden.
The Contracting Party shall maintain a quiet, clean, productive, and pleasant work environment for everyone. Pets are prohibited in the space. It is forbidden to bring illegal, flammable, corrosive, or explosive materials into the space, as well as to carry out activities contrary to law and good morals.
Seventh Paragraph:
If the Contracting Party causes damage to the Contracted Party’s furniture, objects, equipment, or space, it shall bear the respective costs.
If legal action by the Contracted Party becomes necessary, the Contracting Party shall be responsible for court costs and attorney’s fees.
Payment of Monthly Fees and Services
The monthly fee in the amount set forth on the first page of the Service Agreement shall always be paid in advance and shall be made by bank payment slip or through Recurring Billing, with the due date stated on the first page of the Service Agreement. Non-receipt of the bank payment slip shall not be considered a reason to avoid the late payment charges set forth in this agreement. In the event of payment via Recurring Billing, the monthly fee corresponding to the contracted plan shall be charged as a single credit card transaction, monthly and for an indefinite term, to the Contracting Party’s credit card, and such procedure shall be subject to the initial minimum commitment period of the contract term. Cancellation of the card must be requested in writing with thirty (30) days’ prior notice before the due date of the next invoice, provided that the agreement is already for an indefinite term, after the first contract period has ended. If the Contracting Party needs to change any data provided to the Contracted Party regarding its monthly fee, it must immediately inform the Contracted Party of the new data so that the necessary changes can be made to continue Recurring Billing.
First Paragraph:
After the monthly fee due date, a two percent (2%) fine and late interest of zero point zero three three percent (0.033%) per day of delay shall apply. If, after the monthly fee due date, the Contracting Party chooses to pay by bank deposit, the payment amount shall be increased by the bank payment slip settlement fee. If the Contracting Party begins to delay payments, the Contracted Party may change the payment method at any time, and the Contracting Party shall be notified in advance.
- If the Contracting Party wishes to activate the Mail Forwarding service, the cost of stamps and envelopes provision will be posted to the services account.
- All services offered under this agreement, including telephone answering, shall be automatically suspended by the Contracted Party from the seventh (7th) day of default of the corresponding consideration, without prior notice, and shall only be reactivated within up to two (2) business days after payment confirmation. The Contracted Party shall not be responsible for mail received by the Contracting Party during the period of default, and the Contracting Party releases the Contracted Party from any liability for the delivery of mail during such period. If WhatsApp Business is blocked due to non-payment, the Contracted Party shall not be responsible for the Contracting Party’s loss of data, and the Contracting Party shall be responsible for backing up its data.
- The Contracting Party hereby acknowledges and accepts as due the services rendered by the Contracted Party, and authorizes the forwarding of the respective payment slips to credit protection agencies and for protest registration by indication in the event of default. The Contracted Party further declares that it may hire collection partners to represent its credit. In the event of default, for agreements entered into by a legal entity, the Contracting Party’s partners/shareholders who sign the agreement jointly and severally assume all financial obligations set forth between the parties, and hereby authorize that, in the event of any default by the Contracting Party, the signing partners/shareholders may also be charged and/or have their names submitted to credit restriction agencies due to the Contracting Party’s debt.
- Office services, including printing, scanning, secretarial hours, etc., may, at the Contracted Party’s discretion, be billed at the time the service is performed or together with the payment slip or Recurring Billing.
- The Contracting Party authorizes the Contracted Party to print/scan its documents within security parameters in accordance with the LGPD.
- If the Contracting Party requests secretarial services to contact its client, the call cost, equivalent to the call duration, plus the secretarial hour, will be charged according to the Contracted Party’s current price list.
- Annually, after twelve (12) months of contract, the amounts shall be adjusted based on the accumulated index for the period, either IGP-M/FGV (General Price Index) or IPCA (Broad National Consumer Price Index), and the index that best reflects the market at the time shall be applied.
For Personalized Telephone Answering Plans
- The parties agree that if the number of calls received in the name of the Contracting Party exceeds four hundred (400) calls per month, the Contracting Party shall be charged BRL 1.00 (one Brazilian real) for each excess call, and the corresponding amounts shall be included in the services account.
- If the Contracting Party changes the trade name of the Personalized Telephone Answering Service, it shall be charged, according to the Contracted Party’s price list in effect at the time of the change request, the amount corresponding to the programming fee for such changes. The Contracted Party shall make the service available with the requested changes within a maximum of three (3) business days, and the amount corresponding to the programming fee shall be posted to the services account in the name of the Contracting Party.
- The Personalized Telephone Answering plan includes three (3) contacts, and each contact shall consist of: one (1) natural person name, two (2) telephone numbers, and one (1) contact email address. If additional contacts are required for call transfers, or additional emails for message forwarding, the Contracting Party shall be charged, according to the Contracted Party’s price list in effect at the time of the request, the amount corresponding to each additional contact/email.
- In the event the “Telephone Carrier” later identifies and bills new telephone calls related to periods already billed by the Contracted Party, the Contracting Party authorizes the billing of such calls in subsequent periods, subject to the statutory limitation periods provided by law and provided that the Contracted Party delivers the expense statement.
- If the Contracting Party requests call diversion for nighttime periods, weekends, and holidays, it must request activation of this service with at least twenty-four (24) hours’ notice on a business day.
- For billing call transfers or calls made by the Contracted Party to the Contracting Party for the delivery of messages, a unique and exclusive access code of the Contracting Party shall be used. The Contracted Party shall transfer calls directly to the Contracting Party’s telephone number, in any location in the country or abroad, and the parties agree that the expenses related to call charges or calls made by the Contracted Party for the delivery of messages to the Contracting Party shall be included in the services account in the name of the Contracting Party.
- The telephony system uses a Call Rating System that applies the tariff policy and mechanism in effect in the country, plus a ten percent (10%) administrative fee.
Term, Renewal, and Termination
- The minimum contractual term is the one stated on the first page of the Service Agreement, and it shall be automatically renewed in the absence of express manifestation by the parties. If the Contracting Party is still within the first contract period, in addition to having to comply with the contractual term, it must also notify the Contracted Party in writing thirty (30) days in advance if it does not wish to renew.
- This agreement shall remain in effect for the minimum agreed period and shall be considered automatically and successively renewed in the absence of express manifestation by the parties until it is terminated. First Paragraph: This agreement may not be terminated or changed to a lower-value plan by the Contracting Party before the minimum contractual term, under penalty of bearing payment of the monthly fees due until the end of such first period. Once the minimum contract period has been observed by the Contracting Party, the Agreement may be terminated without cause by either Party, provided that the Contracting Party is current with its payments, by written notice given thirty (30) days in advance, considering the payment date of the monthly fee for the current month. The Contracting Party shall only be exempt from paying the due monthly fees from the written cancellation request onward. At the time of requesting termination of the agreement, the Contracting Party shall be required to provide all documents proving that it no longer uses the Contracted Party’s address before Public Authorities, including the Board of Trade or Registry Office, Federal Revenue, State Tax Authority and Municipal City Hall, websites, and professional bodies, such as OAB, CRM, etc. The parties agree that the current monthly fee shall remain active until all such documents are presented.
- If the Contracting Party paid an Initial Deposit at the beginning of the agreement, it shall be entitled to a refund of the original amount, without monetary adjustment, within thirty (30) days after the cancellation becomes effective, provided that it is current with its payments. Termination of the Agreement must always be made in writing, as set forth in the heading of this Clause, and, in the event of refund of the Initial Deposit, such refund shall be made to a national bank account held by the Contracting Party.
- If the Contracted Party has to prohibit/cancel the Contracting Party before public authorities due to improper/irregular use or in cases of default, the costs arising from the sending of documents requested by public authorities to the Contracted Party shall be charged to the Contracting Party.
- When the contracted plan is a Telephone Answering plan, upon termination of the Agreement, the Contracting Party shall pay the Contracted Party the amount corresponding to the deactivation fee of the contracted telephone line, according to the Contracted Party’s price list in effect at the time of termination of the Agreement. Such amount shall be charged by bank payment slip or by bank deposit into the Contracted Party’s checking account. Upon termination of the service agreement, the Contracting Party shall cease using the exclusive telephone line granted and, consequently, the WhatsApp Business number.
General Provisions
- The Contracted Party shall not be responsible for the Contracting Party’s activities, contracts, and actions, and the latter shall be required to expressly inform its clients and suppliers of this item. This Agreement shall be automatically terminated, without notice, in the event of bankruptcy, judicial reorganization, or insolvency of either party. In such circumstances, the Contracting Party shall be required to remove its company from the Contracted Party’s address before the Public Authorities, including the Registry Office or Board of Trade, Federal Revenue, and Municipal City Hall. Furthermore, the Contracting Party assumes full civil and criminal liability for its activities and releases the Contracted Party from any liability regarding its activities, use of the services, and use of the space on the Contracted Party’s premises.
- This Agreement does not grant the right to open or transfer companies whose activities require state registration or that have generated one, and it is hereby established that the address made available is intended exclusively for use by service providers. If the Contracting Party is a service provider and generates state registration, this clause shall also apply, except in cases of e-commerce previously authorized by the Contracted Party.
- Improper use of State Registration: If the Contracted Party becomes aware that the Contracting Party is improperly using the address made available, it shall immediately issue a monthly fee charge corresponding to the State Registration plan, according to the Contracted Party’s current price list, with retroactive billing for the entire period of use. Such monthly fee shall remain active until the Contracting Party cancels the state registration and pays all outstanding amounts up to that date. Additionally, depending on the length of improper use by the Contracting Party, the Contracted Party may apply a fine equivalent to fifty (50) times the current monthly fee under this Agreement on the date of the breach.
- The Contracting Party shall have a period of sixty (60) days after execution of this Agreement to submit to the Contracted Party, as required by Federal and Municipal Tax Authorities, an authenticated copy of the Articles of Association, the CNPJ card, the Municipal Registration card issued by the City Hall, and the duly paid Business License and Operating Fee, all company documents already reflecting the address made available. All such documents shall be filed with the Contracted Party, together with the original copy of the Private Service Agreement and other documents related to the contracting of the Contracted Party’s services, including proposals and copies of the legal entity’s and individuals’/corporate structure documents. The Contracted Party shall not be responsible for any issue that the Contracting Party may have in its company opening or transfer process, or in obtaining any operating license or permit.
- The documents described above must remain filed at the Contracted Party’s address and shall be presented in the event of inspections. In the event of non-compliance with this requirement, the Contracted Party may be fined, and the amount of such fine shall be passed on to the Contracting Party, whose Agreement may also be terminated.
- Compliance: The parties assume and agree that, for the provision of the services covered by this agreement, they shall not make, promise, offer, authorize, or accept any type of improper payment, to anyone whatsoever, including kickbacks or bribes to any public or governmental official or any type of public body or entity. All parties shall comply with all applicable anti-corruption and anti-bribery laws and regulations, as well as privacy and personal data protection laws. The commercial relationships maintained between the parties shall be guided by ethics, morals, and good practices of security and corporate governance.
- Some personal data of the Contracting Party/Contracted Party, their partners/shareholders, employees, or visitors, including photos and recordings for security measures, shall be transferred to the other party solely for the performance and execution of this agreement and used exclusively to fulfill legal duty, contractual obligation, and legitimate interest.
- The parties also declare that they shall maintain the utmost confidentiality regarding all information received from the other party or collected under this Agreement.
- The Contracted Party has a clear and objective Privacy and Personal Data Protection Policy, which can be accessed on its website at https://www.virtualoffice.com.br/politica-de-privacidade/. The parties undertake to fully comply with the applicable legislation on personal data protection, including Law No. 13,709/2018 (LGPD). Each party shall act according to its respective role in the processing of personal data and shall be exclusively responsible for processing activities carried out under its own management and control. The Contracted Party undertakes to adopt appropriate technical and organizational measures to protect personal data processed within the scope of this Agreement, as well as to notify the Client, within a reasonable time, of any security incident that may affect personal data of the Client, its employees, representatives, or partners.
- The provision of services shall begin after the duly signed physical copy of the Service Agreement has been signed and returned, or after confirmation of its digital signature.
- The Contracted Party may replace any market index if IGP-M or IPCA cease to exist, and may change the prices of its extra services without the Contracting Party’s consent.
- The parties declare that, before signing this instrument, they previously negotiated all of its clauses and terms, that this is not an adhesion contract, and that they had sufficient time to fully and carefully read it before signing.
- The parties elect the Central Court of the Judicial District of São Paulo as competent to settle any questions or disputes arising from this Agreement, with waiver of any other, however privileged.
PRIVATE INSTRUMENT FOR TEMPORARY USE AVAILABILITY
By this instrument, the parties, already qualified in the PRIVATE INSTRUMENT FOR SERVICES AND ASSIGNMENT OF RIGHTS, resolve to enter into this private instrument to define duties and obligations for future temporary uses, under the following conditions:
- Confirmation of temporary use (reservation) shall be sent by the CONTRACTED PARTY to the CONTRACTING PARTY by email containing the following information: (a) date and time of the reservation; (b) reserved room; (c) unit; and (d) reservation amount.
- If the CONTRACTING PARTY reserves a room to be used on the same day, and therefore such reservation will be outside the stipulated cancellation timeframes, the CONTRACTING PARTY hereby acknowledges that it may not cancel the room reservation and that, even if it does not use the room, the charge will be generated normally. Reservations are subject to availability.
- Any cancellation or change to the temporary use request must be made in writing at least one (1) business day before the start of the reservation for meeting and executive rooms, and at least five (5) business days before the start of the reservation for the training room (Paulista Unit), auditorium (Berrini Prime Unit), meeting room for up to fourteen (14) people (Berrini Prime Unit), and Gourmet Area (Berrini Prime Unit), under penalty of full payment of the amounts stated in the reservation confirmation. For reservations made with less than one (1) business day’s notice, the same clause shall apply, and the full reservation amount shall be charged.
- For meeting and executive rooms, if the CONTRACTING PARTY exceeds the period previously established in the reservation confirmation, the CONTRACTED PARTY shall charge, subject to availability and after a fifteen (15)-minute tolerance period, the additional use amount according to the CONTRACTED PARTY’s current price list, and after 18:00, an additional nighttime hour, with the nighttime reservation end time to be confirmed at the unit of interest. If the CONTRACTING PARTY books the room from 20:00 onward, the hours used shall be charged, plus two (2) additional nighttime hours for the period from 18:00 to 20:00, even if such period is not used, due to the attendant remaining present to monitor the meeting. For the auditorium, the meeting room for up to fourteen (14) people, and the Gourmet Area at the Berrini Prime Unit, entry shall be permitted fifteen (15) minutes in advance, and a fifteen (15)-minute delay in returning the space shall be tolerated according to the leased period. Failure to return the space at the end of the reserved period shall constitute continued use. Any use exceeding the permitted tolerance period shall be charged at the full amount of the period used, according to the current price list.
- The available spaces are intended for corporate meetings. Audio equipment may be used at ambient volume. It is strictly prohibited to smoke, including on balconies, remove furniture, stock, store, or keep any objects on the premises. The hall is a common area and may not be used. Loading and unloading are not permitted outside the reservation period.
- The CONTRACTING PARTY assumes full civil and criminal liability for the activities carried out by itself and its visitors throughout the use period, releasing the CONTRACTED PARTY from any liability regarding the company’s activities, the use of services, and the use of the space on its premises.
- If the use is for a meeting involving a recruitment and selection process, participants may be informed that the CONTRACTING PARTY has no relationship with the CONTRACTED PARTY if they repeatedly contact the CONTRACTED PARTY to request details about the selection process. In addition, the CONTRACTED PARTY shall not be responsible for any information or commitments made during the meeting. The CONTRACTING PARTY shall also be responsible, during the room use period, for all objects and equipment rented for the event, as well as for handling the air conditioner and turning it off if the rented unit has an individual air-conditioning system.
- Badges and access credentials shall be for the Contracting Party’s exclusive and personal use, and may not be copied or assigned to third parties. They shall be charged separately and must be returned at the end of the engagement. The Contracting Party must register facial biometrics and/or a biometric lock on the day it begins using the Contracted Party’s unit. In addition, if the rented unit offers coffee and capsules, such as Nespresso-type capsules or any other brand, or makes mineral water, with or without gas, or any other type of food or beverage item available to the client, an additional charge shall apply according to the CONTRACTED PARTY’s current price list.
- If the CONTRACTED PARTY suffers losses due to any type of use requested by the CONTRACTING PARTY, especially with regard to the need to hire legal services to defend the CONTRACTED PARTY’s interests, the amounts shall be fully owed by the CONTRACTING PARTY and shall be reimbursed upon presentation of proof of expense, in addition to lost profits, which shall be calculated per day of unavailability of the equipment or space.
- For clients who have any plan with the CONTRACTED PARTY and are up to date with their obligations, meaning they have duly signed and delivered the Service Agreement, are current with payments, and have no history of default, the CONTRACTING PARTY authorizes the issuance of a bank payment slip for payment of all reservation amounts with due date together with the monthly payment slip, except for reservations of the auditorium, meeting room for up to fourteen (14) people, and Gourmet Area at the Berrini Prime Unit, which must always be paid in advance, and the reservation shall only be made after payment. If changes or cancellations are made within the minimum notice period, namely one (1) business day for meeting and executive rooms and five (5) business days for the training room at the Paulista Unit, auditorium, meeting room for up to fourteen (14) people, and Gourmet Area at the Berrini Prime Unit, no amount shall be charged to the client. However, if the client changes or cancels the reservation without the minimum notice required by the CONTRACTED PARTY, the full reservation amount shall be charged.
- The CONTRACTED PARTY shall not be responsible for personal objects of the client left in the room during the use period. The CONTRACTING PARTY shall be responsible for securing the assets and valuables brought into the CONTRACTED PARTY’s space, including obtaining insurance for such items. The CONTRACTING PARTY must exercise the utmost care with its personal objects and those of its guests and clients, such as notebooks, tablets, cell phones, projectors, pens, folders, among others. It is the CONTRACTING PARTY’s responsibility to check the voltage of the outlets when connecting its equipment. If the CONTRACTING PARTY causes damage to any equipment, furniture, or space of the CONTRACTED PARTY, it shall pay the value of the asset stated on the invoice or, if unavailable, the equivalent replacement value of the damaged item. Any accident involving the Contracting Party and/or its guests shall not be the responsibility of the Contracted Party.
- The CONTRACTING PARTY is prohibited from using and disclosing the address of the meeting/training room used by it, as well as from using the CONTRACTED PARTY’s commercial address on business cards, brochures, and websites, and before the competent public authorities, including the Board of Trade, Registry Office, Federal Revenue, State Tax Authority, and Municipal City Hall, without the CONTRACTED PARTY’s prior written authorization. The parties agree that if the CONTRACTING PARTY uses and discloses the address of the room used by it, the CONTRACTED PARTY may impose a fine corresponding to fifty (50) times the room reservation amount for improper use of the address.
- This instrument shall be valid for an indefinite term, and its effectiveness shall begin on the date of execution of this instrument.
- The parties elect the Central Court of the Judicial District of São Paulo – SP to settle any matters related to this instrument.
IT AND TECHNOLOGY POLICY (SHARED/EXCLUSIVE INTERNET)
This Term is part of the CONTRACTED PARTY’s Service Agreement, supplementing it, since the CONTRACTING PARTY has contracted a plan with the CONTRACTED PARTY and wishes to use its Telecommunications and Internet services.
- USE OF THE LOCAL NETWORK: The Contracting Party will have access points available to the wired local network (RJ-45), segmented by VLAN (Virtual LAN), for use, which may or may not be exclusive (exclusive VLAN). The installation of repeater equipment such as Hubs, Bridges, Access Points (Wi-Fi), etc., is prohibited.
- USE OF THE WIRELESS NETWORK (WI-FI): The CONTRACTING PARTY will have access points available to the shared Wi-Fi local network serving all clients of the unit, and hotspot authentication may be required each time it connects. As Wi-Fi is shared, connection privacy is not guaranteed, and the CONTRACTING PARTY shall take the necessary precautions to ensure the privacy and integrity of its connected device.
- USE OF THE INTERNET: The internet access offered to the CONTRACTING PARTY is shared and dimensioned to provide working conditions and good browsing and use of services available through the Internet. We do not apply content control to internet access, and it is the sole responsibility of the CONTRACTING PARTY to ensure that it is used lawfully and only for appropriate websites. We also recommend that the CONTRACTING PARTY’s workstations have firewall mechanisms and/or other protections to ensure their integrity, and such resources are the sole responsibility of the CONTRACTING PARTY. Although we do not apply content control to internet access by the CONTRACTING PARTY, we do control internet bandwidth usage to ensure that all clients have good browsing speed on the shared link. In special cases where the traffic generated by the CONTRACTING PARTY cannot be subject to latency or requires specific configurations, such as VOIP, VPN, VC, etc., dedicated internet access with public IPs may be required, which shall be subject to a specific project and budget developed by our network team according to the CONTRACTING PARTY’s demand and needs. Any change in the CONTRACTING PARTY’s internet usage profile or any activity not foreseen at the time of contracting must be promptly reported to the CONTRACTED PARTY. The CONTRACTED PARTY shall not be responsible for any problem caused by the use of specific access without its knowledge.
- USE OF MULTIFUNCTION DEVICES (PRINTER, SCANNER AND/OR COPIER): The CONTRACTING PARTY will have shared multifunction devices available for printing, scanning, and/or copying documents. The installation of this type of equipment on the wired network or Wi-Fi by the Contracting Party itself is prohibited, except in cases where there is a specific agreement for the use of such equipment in exclusive rooms.
- USE AND HOSTING OF EQUIPMENT: Our shared environments were designed for the connection of portable equipment, typically notebooks and tablets, during the presence of the CONTRACTING PARTY’s user at our units, and such equipment may not remain without a responsible user present or overnight. In specific cases, we may authorize the use of non-portable equipment, such as desktops, in shared areas; however, the CONTRACTING PARTY shall be responsible for removing them at the end of the workday. In exclusive rooms, the CONTRACTING PARTY has the right to use non-portable equipment permanently connected to the network, but must ensure that the access doors are properly locked when no CONTRACTING PARTY users are present.
- USE OF MOBILE PHONES AND TABLETS: The CONTRACTING PARTY may use the shared Wi-Fi local network to connect an additional device such as a mobile phone (smartphone) or tablet for internet access and use of the CONTRACTED PARTY’s mobile application for reservations, printing, check-in, check-out, etc., and hotspot authentication may be required each time it connects. As Wi-Fi is shared, the CONTRACTING PARTY must use it prudently so as not to saturate the use of resources and must take the necessary precautions to ensure the privacy and integrity of its connected device.
- ACCESS CONTROL: The CONTRACTING PARTY must safeguard its access identifier for doors, turnstiles, and gates, and must not access restricted areas without authorization or grant access to other people. Credentials and passwords for access to systems, websites, and applications are personal and non-transferable for the contacts provided by the CONTRACTING PARTY.
- RESTRICTIONS: The CONTRACTING PARTY assumes full responsibility for all of its access to and use of any item mentioned above, including all data to which it may have access, releasing the CONTRACTED PARTY from any civil or criminal liability, whether national or international, federal or state, and must use the tools provided for lawful purposes. In addition, the CONTRACTING PARTY must maintain basic security and protection, including antivirus, personal firewall, anti-spam, etc., for its systems in order to prevent improper use and avoid violating this agreement. Furthermore, the CONTRACTING PARTY acknowledges that the CONTRACTED PARTY does not monitor the content of information transmitted through its telecommunications lines or equipment. The CONTRACTED PARTY accepts no liability for the content of the CONTRACTING PARTY’s transmissions.
And being justly agreed and contracted, the parties sign this Agreement in the presence of two (2) witnesses.
The parties expressly agree that this agreement may be executed by electronic and/or digital means, including through electronic signature platforms, recognizing the legal validity, authenticity, integrity, and effectiveness of such signatures under the applicable law. The electronic signature shall have the same legal effect as a handwritten signature for all legal purposes.